By accepting these Terms and Conditions, you, the Customer, agree to the following terms of service with BadgeCert Inc., an Illinois corporation (“BC”):

This BC Services Agreement, including its Appendices, (the “Agreement”) constitutes the entire Agreement and understanding between BC and the Customer with respect to the use of BC Digital Badge Services (the “Services”). Customer’s execution and delivery of this Agreement shall constitute Customer’s acceptance of all terms contained herein. The Effective Date is the date upon which this Agreement is accepted by Customer.

• CUSTOMER CERTIFICATIONS. Customer represents and warrants to BC that it has the right to enter into this Agreement.
• SERVICE DESCRIPTION, TERM OF SERVICES, COSTS, AND PAYMENT TERMS
  • Service Description: cloud hosted digital badge software platform that allows Customers to create and issue digital badges to recipients.
  • Term of Services: Twelve (12) months from the Effective Date. Thereafter, this Agreement will be automatically renewed for a one-year term unless terminated by the Customer within 30 days of the anniversary of this Agreement. There is no refund of annual fees for early termination unless terminated by Customer for cause.
  • Delivery Time Frame: services will be automatically provisioned at this time of payment, the Effective Date. BC will perform a customer verification step to be completed within five (5) business days of this Agreement. Additional services that require longer delivery times may be procured under a separate Statement of Work (SOW) agreement.
  • Payment Terms: onboarding and hosting fees are charged at the Effective Date. Annual fees for the Renewal Term, will be charged at the anniversary of the Effective Date. In the event payment is declined, the Customer is offered a fifteen (15) day grace period at the anniversary upon which the Customer will be subject to termination.
  • Costs: The costs are defined on the pricing section of the website and are subject to change at renewal periods upon thirty (30) day notification to the Customer.
• NO PERPETUAL LICENSE OF SOFTWARE OR GRANT OF OTHER INTELLECTUAL PROPERTY RIGHTS. BC does not by this Agreement grant Customer any right, title, perpetual license or interest in or to any BC software or documentation, or in any related patents, copyrights, trade secrets or other proprietary intellectual property. Customer shall acquire no rights of any kind in or to any BC trademark, service mark, trade name, logo or product or service designation under which BC’s products or services were or are marketed (whether or not registered) and shall not use same for any reason except either (i) expressly authorized in writing by BC prior to such use or (ii) for the purpose of reselling the Services. Customer is granted a license to use BC’s hosted software only during the term of the agreement.
  Customer is and shall be the sole and exclusive owner of any content, material, data, or information that it provides to BC in connection with this Agreement, and all intellectual property rights therein (“Customer Content”). BC shall obtain no rights in the Customer Content except for a limited license to use the Customer Content for the provision of the Services as directed by Customer and only during the term of the Agreement.
• Disclaimer of Warranties. BC represents and warrants that it shall provide the Services in a professional and workmanlike manner, that the Services shall be available as set forth in Appendix B, and the Services shall conform in all material respects to the specifications for the Services. Except as provided herein, Customer acknowledges and agrees that the Services are provided on an “as is” basis, without warranties of any kind express or implied. EXCEPT AS PROVIDED HEREIN, BC GIVES AND MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY WITH RESPECT TO THE SERVICES OR THE RESULTS OBTAINED FROM SUCH SERVICES, OTHER THAN THAT EXPRESSLY SET FORTH HEREIN. NO REPRESENTATIVE OF BC IS AUTHORIZED TO GIVE OR MAKE ANY OTHER REPRESENTATION OR WARRANTY OR MODIFY THIS WARRANTY IN ANY WAY EXCEPT IN A WRITTEN AMENDMENT OF THESE TERMS SIGNED BY A DULY AUTHORIZED REPRESENTATIVE OF BC WHICH MAKES SPECIFIC REFERENCE TO THESE TERMS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, BC EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT, AS WELL AS ALL WARRANTIES ARISING BY USAGE OR COURSE OF PERFORMANCE. Except as provided herein, BC makes no representation or warranty that (i) the Services will meet the Customer’s needs and (ii) the Services will be uninterrupted, timely, and secure or error free.
• Representations Indemnification. Customer shall not knowingly post or transmit through BC Services any material which violates or infringes in any way upon the rights of others, which is unlawful, threatening, abusive, defamatory, invasive of privacy or publicity rights, vulgar, obscene, profane, which encourages conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any law, and it shall not use the Services to transmit any material protected by copyright, trademark or other proprietary right without the express permission of the owner of the copyright, trademark or other proprietary right and the burden of determining that any material is not protected by copyright rests with Customer. Customer shall be solely liable for any damage resulting from any infringement of copyrights, proprietary rights, or any other harm resulting from Customer Content. By hosting Customer Content through the BC Services, Customer automatically grants, or warrants that the owner of such material has expressly granted the Customer the right and license to use such material consistent with the terms of this Agreement. Further, Customer shall be solely liable for any damage resulting from any material such as website, document, or multimedia content uploaded by Customer to BC that includes malicious computer code or virus or causes a security breach or exposes an end user’s personal data. Customer agrees to defend, release, indemnify, and hold BC, its customers, partners, officers, directors, employees, affiliated companies and licensors, harmless from all third-party claims, and any resulting liabilities and expenses, including without limitation, reasonable attorney’s fees, arising from breach of the representation of this Section 5. Customer agrees that BC has the right, but not the obligation, at its own expense, to participate in the defense of any matter otherwise subject to indemnification by the Customer pursuant to this Section. Customer warrants that it will use BC Services in accordance with the recommended use cases and customer and reasonable use of similar services. Customer will not perform any tests on the Services which could impair Services. Customer will not explicitly exceed standard capacity constraints or usage patterns without written approval from BC. BC represents and warrants that its provision and operation of the Services will comply with all applicable laws, rules and regulations, that the Services do not and shall not infringe or violate the right or licenses of any third party. BC will defend, indemnify, and hold harmless Customer from all third-party claims, including liabilities and expenses, including without limitation, reasonable attorney’s fees, arising or resulting from BC’s alleged breach or breach of the foregoing warranties.
• Confidential Information. Confidential Information means any nonpublic proprietary information, non-anonymized end user data, technical data, trade secrets or know-how of the disclosing party, including, but not limited to, research, product plans, products, services, suppliers, customer lists, prices and costs, markets, or other business or technical information of the disclosing party that is designated to be confidential or proprietary. Confidential Information will not include any information that is already in the possession of the receiving party without obligation of confidence, is independently developed by the receiving party without use of or reference to the other party’s Confidential Information, becomes available to the general public without breach of the terms of this Agreement, or is rightfully received by the receiving party from a third party without obligation of confidence. Each party agrees that the receiving party will hold all Confidential Information in strict confidence and not disclose it to others or use it in any way except in performing the receiving party’s obligations under the terms of this Agreement, and take all action reasonably necessary to protect the confidentiality of the Confidential Information. The receiving party agrees to promptly return or destroy all Confidential Information provided by the disclosing party at the disclosing party’s request. Customer agrees to adopt and adhere to BC’s Privacy Policy at https://badgecert.com/privacy-policy regarding the collection and dissemination of Customer’s user information and personal profiles.
• Limitation of Liability. NEITHER PARTY WILL BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING LOSS OF REVENUES, LOSS OF PROFITS OR DATA, GOODWILL, LOSS OF USE DAMAGES, AND COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, WHETHER FORESEEABLE OR NOT, WHETHER ARISING IN TORT (INCLUDING NEGLIGENCE), CONTRACT OR OTHERWISE.
• Miscellaneous. Any notices must be given in writing to the other party at the address supplied on this Agreement, and shall be deemed given immediately upon personal delivery, 1 day after overnight express courier; or 1 day after transmission by fax or email, with facsimile or emailed notices to be confirmed by next-day courier. The terms of this Agreement constitute the full and complete understanding of the parties with respect to its subject matter and supersede all prior understanding and agreements. Any waiver, modification or amendment of any provision of these terms shall be effective only if in writing and signed by the parties. The parties’ relationship is that of independent contractors and not that of employer-employee, partner, agent or otherwise. The obligations of Sections 4, 5, 6, 7, and 8, will survive any termination of the terms of this Agreement. All terms and provisions in the terms of this Agreement shall be binding upon and inure to the benefit of the parties and their permitted assigns. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid or unenforceable, such provision shall be construed with applicable law as nearly as possible to reflect the original intentions of the parties and the remaining portions shall remain in full force and effect. These terms of this Agreement shall be construed and enforced in accordance with the laws of the State of Illinois, excluding its conflict of laws rules. In any such action, suit or proceeding, the successful or prevailing party shall be entitled to recover its reasonable attorneys' fees and other costs incurred in connection with that action, suit or proceeding, in addition to any other relief to which such party may be entitled.
• Jurisdiction. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Illinois, without reference to its choice of law principles. Any dispute arising hereunder or concerning any transaction contemplated hereby shall be resolved by the Courts of the State of Illinois, Cook County, and any Federal Court located in the State of Illinois, Cook County.
• Termination. This Agreement may be terminated by Customer on thirty (30) days written notice to BC if BC fails to perform any material obligation required of it hereunder, and such failure is not cured within thirty (30) days from BC’s receipt of Customer’s notice; or BC files a petition for bankruptcy or insolvency, has an involuntary petition filed against it, commences an action providing for relief under bankruptcy laws, files for the appointment of a receiver, or is adjudicated a bankrupt concern.